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Marines stationed in the Pacific fight off the Japanese during World War II.

In June 1941, 4,254 air miles from San Francisco, Wake Island is taken over by two units of the Marine Corps: the Marine Fighting Squadron #211 of the Marine Aircraft Group 21, and the Wake Detachment of the First Defense Battalion. By the end of October, the defense outpost has been equipped with naval guns, twelve mobile 3-inch anti-aircraft guns, a squadron of twelve Fruehman F4F3 "Wildcats," and 385 officers and men. Major Geoffrey Caton reports as the new comanding officer and civilian Shad McCloskey, who accords no special respect for the military, arrives at the island to supervise the construction of bomb shelters. Despite a variety of nationalities among the officers and men, a deep sense of camaraderie exists. On 7 Dec 1941, after he has visited Wake Island with talk of peace, a special Japanese envoy goes to Washington, D.C. to discuss problems in the Pacific. That same morning, however, the Japanese make a surprise air attack on Pearl Harbor in Hawaii, during which thousands of American lives are lost and battleships are destroyed. Wake Island is subsequently attacked by the same Japanese forces and sends four planes to combat twenty-four Japanese fighters. After several losses, the Japanese return home, but Wake Island is left with many wounded and dead and seven planes destroyed. After the attack, a Clipper airship returns the remaining civilians stateside. The crisis creates an understanding between Caton and McCloskey, who accepts orders from Caton to dig trenches all over the island. After Caton is forced to tell pilot Cameron that his wife was killed at Pearl Harbor, he urges the distraught man to put all his energy into fighting "to destroy destruction." When Japanese battleships encroach upon the island, Caton withholds fire to lure the ships into close range so that the island's big guns can sink or disable several ships. Cameron volunteers to fly solo and makes a direct hit on another battleship that is approaching. He is then shot at by Japanese planes, and barely manages to land safely at Wake Island before dying. He is buried on Wake Island. The Japanese, now based on nearby Marshall and Gilbert islands, mercilessly barrage Wake Island. After five days and an eighth attack, the U.S. forces still hold the island, and on 21 December 1941, Caton sends some of the men home for Christmas on a transport plane during a momentary lull in the fighting. Sensing that the end may be near for his outpost, Caton also sends with one of the returning men a full report to command and a personal letter to his daughter. After Wake Island's sole remaining pilot is shot down and the ammunition depot is destroyed, the Japanese demand the surrender of the Wake Island troops. Caton refuses to give in, and on 23 December 1941, the Marines fight valiantly to their deaths, as the Japanese overtake the island.